Teaching Millicent Huxtable
by OTHandOCaddict
Summary: Mouth has finally bedded his girl, but Millicent isn't so sure it went well. Insecure about her performance in the sack, Millie asks a friend for advice. But she should have known when that friend is Brooke, you're gonna get more than you bargained for.
1. Chapter 1

**Teaching Millicent Huxtable  
>Chapter One<br>**_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

She had taken a dick not 24 hours ago. It was only the second in her entire life. She lay on the couch rubbing her crotch, waiting for seven o'clock. Mouth would be home then. Millicent Huxtable was sweet, kind, and generous, and something awoke in her last night as Mouth gave her what for. She tried fucking him hard right back, but did she really have it in her to go 'whore mode' and leave a guy practically immobile? She lost her v-card to Owen and she was completely submissive in that happening, not to mention she felt exponentially awkward the whole way through. So how could an unconfident but horny woman improve and _know_ she's satisfying her man? By asking a friend for help. She called Brooke earlier that day, seeking advice and any tips or tricks, and the brunette insisted on dropping in for a girl-to-girl talk. Millie felt a little embarrassed, even with the two being such great friends. Nevertheless, she agreed, and unbeknownst to her, this set the wheels in motion for Brooke's own sexual fantasies.

Millie practically jumped from a knock came at the door, so lost in her thoughts.  
>"Who is it?" she called out.<br>"It's me." The voice had a raspiness to it that could only belong to one girl. Millicent unlatched the door and opened it, but not just to one visitor. Peyton and Haley stood on either side of Brooke, and instantly Millie went into her shell.  
>"Did you tell them?" She asked uncomfortably.<br>"Yes, and it's okay." Brooke could sense how uneasy Millie was and gave the girl a hug. "Sorry, I should have asked first. They have really good advice, you know?"  
>"Okay," Millie said, still visibly awkward, as Brooke's embrace ended.<br>"Hey, Millie," Peyton went in for a hug, and Haley did the same after her. Millicent poured wine for the girls and they gathered on the couch. Millie was fiddling like crazy.

"Millie, relax, okay? Girls talk about this stuff, you know? You don't need to be shy about it."  
>"Yeah, we just want to help, Millicent," Haley added.<br>"Thanks."  
>"Help and teach you a few things." The smirk on Peyton's face was enough to make Millie question how sexual that sentence sounded.<br>"What kind of things?"  
>"About sex."<br>"Yeah, I know, but... I mean, how does this work, do I ask how you guys do it, or...?" Haley, Peyton, and Brooke exchanged glances with another. They appeared to be talking telepathically like those friends who spend way too much time together do. In actuality, they had planned for what they were about to pile on Millie.  
>"We want to show you," Peyton said with a touch of class and simplicity in her tone.<br>"Show me? What-what do you mean?" Millie fidgeted some more as she felt the blonde's eyes over her.  
>"We've only got, what, twenty minutes before Mouth gets home, so I'm going to be blunt with you, Millie. We have dildos in our handbags and we came here to fuck." Peyton leaned forward. "To teach you how to take a cock."<br>"Or _two_," Brooke added, raising an eyebrow and almost burning a hole through Millicent's jeans at the crotch with the stare she was giving them.  
>"I don't know. I don't know, guys." Millie sounded a lot more calm than she suggested. Inside she was freaking the fuck out.<br>"You asked Brooke to help. This is how she helps." Haley, too, appeared nonchalant. Millicent couldn't understand how normal the girls were about this – what they were proposing was insane. But then again, insane may be just what Millicent needed.  
>"I just... I don't think I can do that, guys. Sorry."<br>"You're going to do it," Brooke said with undeniable authority. "Not just because it'll help, but because you want me to fuck you."  
>"Excuse me?"<br>"Admit it, Millie. You want me to fuck you. Because I know I've wanted to fuck you for a long time, and that must be mutual because, I mean, who can resist this?" she pouted for a sec and giggled. Was Brooke joking? Her face said yes but her words said no.  
>"I-I don't."<br>"You just haven't realized it." Their eyes locked for a good while before Millie fidgeted considerably again.  
>"You want to... to fuck me?" Millie questioned, vulnerable in her approach.<br>"Mm-hm."  
>"But I thought you were into guys."<br>"It's called being bi," she chuckled again; Haley and Peyton laughing a little alongside her. "Come on," Brooke sprouted up from the sofa, bubbly and impatient; "let's go in your room," she held out her hand to Millicent. This was the moment of truth for the inexperienced, barely-ever-fucked Millie. And when she realized that, she knew she had to say yes.

Walking into the bedroom last, Peyton locked the door behind them all. As crazy as the idea of an all-girl foursome was, it was still going on behind Mouth's back and maybe the trio of little persuaders weren't open-minded enough to bang him as well, were he to walk in. Then again, maybe they would jump Mouth given the chance and massive case of hormones. Whichever it was, Peyton locked that door and it was the sign for things to get frisky. Haley was the first to slip off her shorts, and she, like Brooke, didn't take her eyes off Millicent.  
>"Do you want to see my pussy, Millie?" Haley asked with no fear.<br>"Mm. I think she does," Brooke answered for her friend. As she and Haley were taking things off, Peyton was busy putting something on. She wasn't kidding when she told Millie there were dildos in their handbags, and in fact, the blonde had a strap-on unit.  
>"Touch my pussy, Millicent," Haley walked toward the frigid girl, naked from the waist down and being intimidating as hell. "Feel how wet I am." She grabbed Millie's wrist and yanked it toward her. Millie's knee jerk reaction was to wince as her hand grinded against Haley's pussy lips. But it did feel good, and the moment the smirk showed on Millicent's face, Brooke flocked by her side.<br>"You like that?" Brooke whispered in her friend's ear. "You like the feel of that pussy?" She worked her way down Millie's body, undoing the girl's jeans. Millicent's moans and uneven breathing soon came as the sensation of Haley's cunt sunk in. Her sounds were like fuel to the whole room and they drove the two women nearest her wilder. The moment her jeans hit the floor, Haley gave Millie a fair push and sent her falling onto her bed.  
>"Give me her panties," Brooke announced, licking her lips. Haley didn't lose eye contact for a second with Millie as she climbed on top of her and took the sweet girl's undergarments off. They were a nice blue and black silk, and the moment they were handed over to Brooke, the dirty brunette gave them a long whiff and even longer lick. "Now that's a pretty smelling pussy."<br>"She has a pretty pussy," Haley said, running a finger over Millicent's crotch.  
>"Get it ready for Peyton."<br>"Don't mind if I do." That had Millie taking notice of what Peyton was up to. She peered around Haley and spotted the blonde with her harness and dick fitted.  
>"You're going to fuck me? Like, with a dick and all," the smile on Millie's face spoke volumes of how excited she was. The girls were spoiling her and for all the nerves in her body, Millicent knew how amazing and special this could be. She met Haley's eyes again to see the shorter girl with fingers down her mouth and a 'brace yourself' look.<br>"Finger that yummy little cunt," Brooke moaned softly, putting a hand on Haley's ass and squeezing.  
>"Oh yeah, finger me."<br>"Yeah, you want it? Huh? You want it?" Drool hang like tight rope from Haley's mouth to her fingers as she jammed herself inside Millie. "You like that, bitch? Yeah, I know you fucking like it." Millicent's eyes rolled into the back of her head as Haley finger-banged her. "You're making us so wet, Millicent. So damn wet."  
>"Oh, God. Oh yeah, fuck me. Put your fingers up my pussy, Haley. Mmmmnn. Fuck me."<p>

Brooke was getting herself off to the sight of her two buds, teasing her clit, when Peyton came up and decided she wanted to get her fuck on. She shoved Brooke onto the bed and assumed the doggy style position before her bestie knew it.  
>"Are you gonna fuck me? Are you gonna put that big cock up my cunt, baby?" Brooke fucking loved when Peyton controlled her in the sack, it's what makes their friendship what it is.<br>"Put your ass up, you fucking whore," Peyton spanked the brunette's backside. "That's a good girl." She let spit drop down onto her strap-on and gave the plastic cock a wank to lube it up. "I'm not going for your cunt, baby. That's a newbie's game, that's what Millie needs. You need it up the fucking ass."  
>"Oh, yes! Fuck my ass!" Brooke couldn't have responded any quicker. "Please fuck my pretty ass hole, baby" she moaned, stretching her cheeks in a flash. Peyton loved her BFF's gaping ass more than anything in the world and just as quickly as Brooke opened up, Peyton entered.<br>'AAHHHH! FUCK ME!" The neighbours could surely hear Brooke's cries.  
>"Take that cock up your ass, you dirty fucking slut! Take it fucking <em>all<em>!" Peyton pounded the brunette harder and harder. The two of them were so in the zone, and the pair of hotties close by soaked it in. Haley was still fucking Millie but it seemed nothing compared to the hardcore shit going on beside them.  
>"What are you doing? What are you doing?" Frustration clear in Brooke's voice as Peyton slowed down. "Keep going, Peyton. I've been a bad fucking girl." She reached for Peyton's thighs and thrust herself forward and back on the dick, trying to kick the blonde into gear.<br>"Millie wants a taste," Peyton reasoned. "Don't you, Millie?" All eyes were on the girl they came here for. Peyton put the cock in her hand and stared down at Millicent with a wicked smile.  
>"Ooh, I like that," Brooke's mood changed fast when she learnt of Peyton's perversions. "Taste me, Millicent. That cock's been up my pretty ass." She had the charm and attitude of a pornstar – it was fantastic.<br>"Okay," Millicent opened up and let Peyton guide the dick in her mouth.  
>"Oh, baby," Brooke ran her hands through Millie's hair in a heartbeat, consumed with lust. Goosebumps ran over her skin as she watched this shy girl indulge herself on a long-time friend's flavour. "Fucking taste me, Millie," Brooke moaned softly, on the brink of climax already as she rubbed her clit.<p>

The heat of the room was almost unbearable. All four girls were wet and had their hormones running crazy. They turned into completely different people in the bedroom and Millie was lucky enough to experience that with these women. Peyton watched the younger girl below as she thrust her hips harder and faster, the plastic cock smoothly finding its way in and out of her mouth. Haley wanted to be with Brooke so she scooted along the brunette and helped herself to some booty. Brooke was moments away from orgasm and the little added bonus of having Haley there to spread your ass and dabble her tongue in your gape was a massive turn-on.  
>"Ohhh-AHH! Suck my pussy, Haley! Put your face on my fucking pussy!" Before Haley could react to that (pulling oneself away from an ass as fine as the one was invested in was hard enough), Brooke shoved her friend's head down and had the shorter girl respond. As Brooke's body jerked, waves of ecstasy washed over her, and being the squirter of the group meant Haley was in for a treat.<br>"You're filling her mouth, aren't you, Brooke?" Peyton gave her attention to the other hot scene now. "Yeah, fill that pretty mouth with your juices, you sexy bitch." She gave Brooke a couple spanks on the backside before wiping Haley's chin for the little cum that escaped down it. Peyton licked and sucked her fingers clean, admiring her thirsty friend dining out, when suddenly she felt a pair of hands grab her tits. They were Millie's, and although the girl couldn't talk – what with a dick still stuffed in her mouth – the look in her eyes said everything. "You like watching me do that? Huh?" The blonde sucked her fingers some more. "I think you're ready to get fucked." Peyton wasted little time getting between Millie's legs and holding them high in the air. "You want this cock, don't you? Yeah, nasty little bitch." The blonde thrust herself inside the dripping cunt and made Millicent take the full length of the dildo.  
>"Yeah, I want that dick. Give it to me, Peyton," Millie moaned.<p>

Suddenly all the attention was on Millicent again, with Brooke and Haley busting for a taste of their innocent friend. Brooke played with Millie's nipples, alternating between sucking them and flicking them with her tongue, while Haley went mouth-to-mouth. It was becoming too much for Millie, being treated to something this intense. She was moaning, groaning, screaming, and everything else in-between as every part of her body felt on fire. Then came the hand that would push her over the edge. Millicent was being stimulated more than she could ever hope or imagine when Brooke's hand made its way down her tummy and to her clit. Peyton was still pounding away at her cunt and now this sexy babe was massaging Millie's most sensitive area, milking the girl for all she was worth.  
>"Come for us, Millie. Come, baby." Brooke's words of encouragement were barely audible over her fuck-buddy's cries. "Come on, baby." She picked up the pace, her hand now a blur as her wrist kicked into over-drive. Millicent had no power to hold her orgasm back and make this bliss last longer.<br>"FFFFF-UHHCK!" She screamed like a banshee as euphoria consumed her body. Haley kissed Millie's neck, Peyton her feet, and Brooke her stomach, as they watched her o-face, exceptionally pleased with themselves. Watching a pretty girl's face _while_ and _after_ she came was Peyton's favourite part.  
>"Brooke, come lick her pussy," the blonde didn't take her eyes of Millie, even as Brooke came lingering down like a stripper. "Haley," Peyton again looked for the attention of a friend while not taking her eyes off another. She gestured to the dildo still fitted with her strap-on.<p>

Millicent slowly opened her eyes to the sight of Brooke munching away at her tingling snatch, Haley deep-throating the dildo that had been deep inside her (and was surely lathered with juices), and Peyton looking back at her as she her hands through the other girls' hair.  
>"You didn't last very long, Millie. If you're going to get good at this, we need to do it again." Peyton's voice was one of concern but the look on her face was one of a devious nymph. "We'll have to stay the night. I'm sure Mouth wouldn't mind. He'll absolutely love coming on our faces."<br>"I didn't..." Millie paused, catching her breath for a sec; "I didn't know you were this dirty."  
>"We're all sorts of dirty, Millie. This is just the beginning." Peyton's eyes wondered down her body and didn't stop until the bobbing heads of her sexy friends below. "I bet you've never done anal."<p>

**END OF CHAPTER ONE**

_As always, please comment and leave suggestions, etc. Sorry if I never get to your suggestions but believe me, they almost always influence my stories one way or another._


	2. Chapter 2: Now the Other Hole

**Teaching Millicent Huxtable  
>Chapter 2: Now the Other Hole<br>**

Peyton and Haley each had a handful of Millicent's ass and it was their job to stretch it – to hold it open. They sat on either side of Millie, spreading the girl for her first anal experience, on the very bed she shares with Mouth. Brooke carried in her hands what was right now the equivalent of the Holy Grail; a dildo, fixed as a strap-on. Millie looked as cute and sexy as ever in the doggystyle position and with her tight ass hole for all to see. Peyton and Haley took turns spitting on the pretty opening, and Brooke was as ready as she would ever be to fuck this girl.

"It's such a shame this pretty hole hasn't been used before, Millie." Brooke flicked the tip of her dildo against her friend's backdoor.  
>"Mm. See how tight and pretty that hole is?" Peyton could look at it all day. "She's making us drip all over her sheets," she said of Millie.<br>"Put it in, Brooke. I want to listen to her." Haley said before swallowing the fake dick that was about to do damage. She deep-throated it as far as she could before gagging and drawing back out, leaving copious amounts of saliva on the dildo as lube. Brooke appreciated the assistance and the view. Oh, how she loved seeing Haley be a dirty sex freak.  
>"Here it comes, Millie."<br>"Open up," Peyton smiled, as she and Haley stretched each cheek of Millie's farther –the girl's hole taking more of a horizontal form now. Brooke pushed freely into Millicent's ass and moaned with delight as the cock sailed deeply inside. All eyes were on the tiny hole being opened up.  
>"Where's that cock? Millie, where have I got my dildo?" Brooke could never get sick of hearing a woman's response to this.<br>"In my ass."  
>"That's right, baby. In your dirty ass. How does it feel?"<br>"Really big," Millicent's winces were coming through in her words. None of the girls could see her face but they could hear the pain in her voice.  
>"I bet it does. Your little hole shouldn't be able take all this dick." Brooke began penetrating now, back and forth, picking up the pace with each thrust.<br>"Can you stop, please?"  
>"What?"<br>"Can you stop?"  
>"Stop? I don't think so, Millie."<br>"Brooke, please, I can't..."  
>"Don't be a little bitch. Work through the pain."<br>"Toughen up!" Peyton gave Millicent a smack on the ass that left a handprint. "It's gonna hurt at first, but we need to stretch it."  
>"You just need something to take your mind off it." Haley offered, knowing just what this girl needed. Peyton knew, as all. Both girls smirked at one another and directed a hand to Millie's pussy. Haley put a couple fingers inside while Peyton went right for Millie's super sensitive clit.<br>"You girls are so hot," Brooke glanced at each of her friends. She took the helm and grabbed Millie's ass, continuing to pound away. "Play with yourselves." The hands firmly planted next to Brooke's on Millie's ass were no longer needed. Peyton and Haley followed Brooke's commands and tended to themselves. "OH, MY GAAAWD," Brooke said through gritted teeth, incredibly turned on by the sight around her.

Millicent was in a world of pleasure now – her heart and breathing patterns best described as palpitating. The attention given to her pussy had taken away from large dildo up her all-too-tight ass.  
>"Can I have a taste?" Brooke felt like a queen, thrusting in and out of a beautiful woman, while casually making a request to Haley.<br>"Of who?" Haley chuckled. One hand was getting to know Millie's lady parts while the other was enjoying its favourite pastime, pleasing its controller.  
>"Both," Brooke met her friend's gaze, to which Haley immediately offered up both sets of fingers. Their eye contact was electric. Brooke showed off just how wide her mouth was and with a little help from Haley shaping her fingers just right, swallowed all ten fingers. Like a true multi-tasker, Brooke fucked Millie even better and harder while she indulged on the taste of pussy.<br>"Oh, guys. That's so hot," Peyton said, feebly. "Oh, fuck. I'm... you're making me so horny. I think I'm gonna..." her words drifted off into a whisper, and moments later, with her eyes locked on Haley's fingers and the lips encapsulating them, Peyton came. It was a testament to how hot Millie and her ass hole were that she could get so overly-aroused so quickly.

Brooke was completely oblivious to her bestie's orgasm, but Haley wasn't.  
>"I think she's cumming," Haley observed as Peyton threw her head back and her thighs trembled at random. Brooke popped the fingers out of her mouth.<br>"I've never seen her lose it this fast before." A wealth of juices trickled down the blonde's cunt and soaked the sheets. "Oh, my God. She just poured out half her weight in cum." Brooke invested into Peyton's post-climax recovery and she pulled out of Millicent as priorities switched. "Peyton... Peyton, open up." Brooke gave her friend a couple of light taps on the cheek as Peyton slowly returned to Earth from Planet Orgasm. "Suck on this, baby." Peyton wasn't orientated quite enough to know what it was the dildo that she was putting in her mouth, but when she opened up, Brooke fed it to her promptly. "You look so pretty, Peyton. Sexier than ever," Brooke commented as she fucked the girl's inviting hole with her strap-on. "Millie, come here and have a chat with Peyton." Millie shyly came up beside Brooke.  
>"Hey, Peyton. You look so... sexy." Millie sounded unsure and unconfident.<br>"Really? _Sexy?_ That's all you've got?" Haley wasn't too impressed. "Go right up to her– get right up in her face - and call her out for the slut she is. Like this..." Haley demonstrated, moving to within an inch of the blonde. "You can't draw or paint, whore, and your art _doesn't_ matter. The only thing in this world you do well is take dick and taste ass." She ended by spitting in Peyton's face and earning a smile from the girl who had just been talked down. "See. She loves it." Those words would have hurt in any other circumstance, but Peyton's psyche didn't mind being degraded in an environment like this. And besides, Haley didn't mean them – she simply knows how much of a freak and a pervert little Miss Sawyer is.

Now it was Millie's turn again.  
>"Taste my ass, you... you dumb skank," Millicent pushed her forehead against Peyton's, running with this desire to be dirty. "Masturba-..." she could go dirtier. "<em>Finger<em> yourself and cum again with my sweaty ass all the way down your throat." Millie had a special finish of her own. She sucked up Haley's spit from Peyton's cheek, held it out on her tongue for the blonde to see, and swallowed it. "You don't even deserve spit, you dirty slut," she retreated and was immediately met with a kiss from Haley.  
>"That made me so wet. I mean, wow," Haley caressed Millicent's breasts. "You're a fast learner. Think you could learn to eat a girl out?" Haley pulled the girl down with her and Millie eased into foreplay. Brooke, meanwhile, got back to throat-fucking her BFF. The pair of them had done this many times before but it was never this amazing. Maybe it was because neither of them had ever looked so drop-dead sexy, or maybe it was because of the unique opportunity they found themselves in, but the mutual feeling that this was a poignant moment of their sex lives was not to be taken lightly.<p>

A few minutes later, Millie was giving oral for the first time ever to a girl and the Brooke/Peyton duo were sharing the dildo, standing it up on the bed. They took turns riding the toy and would suck it clean of any and all cum or pre-cum before and after each go. Sharing juices is what these two loved most – even more than sex itself. And there was plenty more sweet nectar to go around for all the girls yet.

**END OF CHAPTER 2**


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